SailPoint

SailPoint Software as a Service Agreement

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Thumbnails Document Outline Attachments Find: Previous Next Highlight all Match case Presentation Mode Open Print Download Current View Go to First Page Go to Last Page Rotate Clockwise Rotate Counterclockwise Enable hand tool Document Properties… Toggle Sidebar Find Previous Next Page: of 5 <ul> <li>Facebook</li> <li>Twitter</li> <li>Linkedin</li> <li>Google Plus</li> <li>Email</li> </ul> Presentation Mode Open Print Download Current View Tools Zoom Out Zoom In Automatic Zoom Actual Size Page Fit Page Width 50% 75% 100% 125% 150% 200% 300% 400% Page 1 of 5 (V. 20210111)SOFTWARE AS A SERVICE AGREEMENT (V.20210111)PLEASE READ THIS SAAS AGREEMENT BEFORE USING SAILPOINT’S SERVICES. BY ACCESSING OR USING SAILPOINT’S IDENTITY NOW SOFTWARE AS A SERVICE OFFERING, YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS SAAS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SAAS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR SAILPOINT’S SOFTWARE AS A SERVICE OFFERING, SUCH AGREEMENT SHALL SUPERSEDE THIS SAAS AGREEMENT. WHEREAS, SailPoint is the provider of SaaS Service and the Customer wishes to obtain access to the same under the terms of this SaaS Agreement. andWHEREAS, the parties desire that this SaaS Agreement serve as a master agreement between them for the purposes of any Orders that Customer may place with SailPoint or a Partner, from time to time. 1. DEFINITIONSAs used in this SaaS Agreement:“Customer Data” means all data and other information that Customer or a User provides or makes available to SailPoint in connection with the Services or this SaaS Agreement. “Customer Personal Data” means all Customer Data relating to an identified or identifiable natural person.“Documentation” means the user guides, online help, and release notes, provided or made available by SailPoint to Customer regarding the use or operation of the SaaS Service.“Identity Cube”means a unique collection of identity data for an individual human, a non-human bot, or other user that will be granted access to and/or managed by the SaaS Service. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. “Order” means the schedule, quotation, statement of work, or other document(s) by which Customer orders the SaaS Service or Other Services pursuant to this SaaS Agreement. “OtherServices” means all technical and non-technical services identified in an Order and performed or delivered by SailPoint under this SaaS Agreement, consisting solely of implementation services, implementation support, best practices consultations, integration efforts, and training and education services, which are provided on a non-work for hire basis and documented in statements of work mutually agreed to by the parties. For purposes of clarity, Other Services does not include the SaaS Service or the SaaS Support.“Partner” means a reseller or distributor that has an agreement with SailPoint that authorizes them to resell the SaaS Service or Other Services.“Required Software” means the object code version of the Virtual Appliance, including any updates or new versions. The Required Software is a virtual machine that connects Customer’s target Sources using public APIs, connectors, and integrations to the SaaS Service.“SaaS Service” means the specific SailPoint internet-accessible identity governance software-as-a-service(s) identified in an Order hosted by SailPoint or its service provider and made available to Customer over a network on a term-use basis and, except with respect to Section 2.1 (Provision of SaaS Service), includes the Required Software.“Services”means the SaaS Service, SaaS Support, and Other Services.“Source” means a Customer managed target system for reading data from and, if supported by the specific system, writing changes to user accounts. The connection to a target system can be managed via a direct connector or a flat file.“Term” means that period(s) specified in an Order during which Customer will have access to and use of the SaaS Service. “User” means an employee or independent contractor of Customer or other Identity Cube user that Customer authorizes to use the SaaS Service on Customer’s behalf. 2. SAAS SERVICE2.1. Provision of SaaS Service. During the Term, SailPoint grants Customer a limited, non-exclusive, non-transferrable (except in accordance with Section 12.1 (Assignment)), non-sublicensable,royalty-free right to access and use the SaaS Service in accordance with the Documentation, solely for Customer’s internal business operations, in each case subject to the terms of this SaaS Agreement, including the number of Identity Cubes and Sources documented in the Order. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by SailPoint with respect to future functionality or features.2.2. Required Software. Customer acknowledges that use of the SaaS Service requires the installation of the Required Software as a pre-requisite for using the SaaS Service. Customer agrees to install such Required Software, including any required updates if and when available. SailPoint hereby grants to Customer a limited, non-exclusive, non-transferable (except in accordance with Section 12.1 (Assignment)), non-sublicensable, royalty-free license to install, execute, copy, display, or otherwise use the Required Software in accordance with the Documentation, solely in connection with the Services, during the Term, in each case subject to the terms of this SaaS Agreement. 2.3. Users. Users will be required to abide by the terms of this SaaS Agreement. Any breach by a User will be deemed to be a breach by Customer. SailPoint may terminate or suspend any User’s access to the SaaS Service for any breach without notice. 2.4. SaaS Support. During the Term, SailPoint will provide Customer with support services (the “SaaS Support”) in accordance with SailPoint’s current Premium SaaS Support Policy as described on SailPoint’s website athttps://www.sailpoint.com/legal/. 2.5. Service Level Agreement. The SaaS Service Level Agreement (“SLA”) for the production instance of the SaaS Service is set forth in SailPoint’s current SLA as described on SailPoint’s website at https://www.sailpoint.com/legal/. 3. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS3.1. Customer Responsibilities. Customer is responsible for all activities conducted by it or through the accounts of its Users on the SaaS Service. Except for SailPoint’s obligations described in Section 10 (Confidentiality) and Section 11 (Data Security), Customer shall (i) have sole responsibility for the accuracy, quality, and legality of the Customer Data and the means by which Customer acquired the Customer Data and the right to provide the Customer Data for the purposes of this SaaS Agreement (including ensuring the receipt of all permissions from individuals and other third parties as may be necessary in order to provide the Customer Data for the purposes contemplated in this SaaS Agreement). (ii) be responsible for the security and confidentiality of Customer’s and its Users’ account information. (iii) be responsible for maintaining a back-up of all Customer Data. and (iv) prevent unauthorized access to, or use of, the Services, and notify SailPoint promptly of any such unauthorized access or use. 3.2. Compliance with Laws. Customer shall comply with all applicable local, state, national, and foreign laws, rules, and regulations (“laws”) in connection with its use of the Services, collection and other processing of all Customer Data, and performance under this SaaS Agreement, including those laws related to employment, data privacyand protection, and international activities. Customer acknowledges that SailPoint exercises no control over the Customer Datatransmitted by Customer or Users to or through the SaaS Service. Page 2 of 5 (V. 20210111)SailPoint may impose limits on the use or access to the Services as required by applicable law. 3.3. Restrictions. Customer and its Users shall not, and shall not permit any third party to: (i) copy or republish the Services. (ii) make the Services available to any person other than Users. (iii) rent, lend, sell, sublicense, or use the Services to provide service bureau, time-sharing or other services to third parties. (iv) send or store in the SaaS Service any personal health data, credit card data, personal finance data, government issued identification numbers, or other sensitive data which may be subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, the Payment Card Industry Data Security Standards, or similar laws. (v) send or store viruses, spyware, ransomware, timebombs, Trojan horses, or other harmful or malicious code, or files to or in connection with the Services. (vi) send or store infringing, offensive, harassing or otherwise unlawful material in connection with the Services. (vii) modify or create derivative works based upon the Services or Documentation. (viii) remove, modify, or obscure any copyright, trademark, or other proprietary notices contained in the Services or Documentation. (ix) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code used or embodied in the SaaS Service, which for the avoidance of doubt includes the related algorithms, methods, and techniques. (x) access or use the Services or Documentation in order to build a similar or competitive product, or (xi) exploit the Services or Documentation in any unauthorized way whatsoever, including by trespassing or burdening network capacity. If for some reason these restrictions are prohibited by applicable law or by an agreement SailPoint has with one of its licensors, then the activities are permitted only to the extent required to comply with such law or agreement.4. INTELLECTUAL PROPERTY 4.1. Ownership and Reservation of Rights of SailPoint Intellectual Property. SailPoint and its licensors own and, except for the limited rig hts expressly granted to Customer under this SaaS Agreement, retain all right, title, and interest in and to the Services, Documentation and any other materials provided by SailPoint or its licensors under this SaaS Agreement, including all modifications, derivative works, and feedback related thereto and intellectual property rights therein. No rights are granted to Customer under this SaaS Agreement other than expressly set forth in this SaaS Agreement. 4.2. Rights in Customer Data. As between SailPoint and Customer, Customer owns the Customer Data. Customer hereby grants and agrees to grant to SailPoint and its affiliates a limited-term, worldwide, non-exclusive, transferable, sublicensable, royalty-free license tohost, copy, transmit, display, and process the Customer Data as reasonably necessary to provide the Services to Customer and as necessary to monitor, modify, and improve (including develop) SailPoint’s SaaS services.4.3. Feedback. To the extent Customer or any of its Users provides any suggestions for modification or improvement or other comments, code, information, know-how, or other feedback (whether in oral or written form) relating to the Services (“Feedback”), Customer hereby grants to SailPoint a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use and commercially exploit the Feedback in any manner SailPoint sees fit without accounting or other obligation.4.4. Statistical Usage Data. SailPoint owns the statistical usage data derived from the operation of the SaaS Service, including data regarding applications utilized in connection with the SaaS Service, configurations, log data, and the performance results for the SaaS Service (“Usage Data”). Nothing herein shall be construed as prohibiting SailPoint from utilizing the Usage Data to monitor and improve the SaaS Service or otherwise operate SailPoint’s business. provided that if SailPoint provides Usage Data to third parties, such Usage Data shall be de-identified and presented in the aggregate so that it will not disclose the identity of Customer or any human User to any third party.5. ORDERS AND PAYMENT5.1. Orders. Customer may purchase Services by either (a) entering into an Order with SailPoint or (b) entering into an Order with a Partnerthat is subsequently acknowledged by SailPoint in writing or following notification of an Order to SailPoint from the Partner, SailPoint sends a delivery notice to Customer via email. Each Order with SailPoint shall be signed by both Customer and SailPoint or issued by SailPoint and acknowledged by Customer via the issuance of a purchase order that incorporates by reference the applicable Order and subsequently accepted by SailPoint. All Orders placed through a Partner will be subject to pricing mutually agreed to between Customer and Partner. All Services purchased by Customer through either SailPoint or a Partner shall be governed exclusively by this SaaS Agreement and, subject to Section 12.5, the applicable Order. 5.2. Fees. Invoicing and Payment. (a) Direct Purchases from SailPoint. For direct purchases with SailPoint, all fees for the Services shall be set forth in the applicable Order. All fees are exclusive of sales and use taxes, value added taxes (VAT), or similar charges. Unless otherwise provided in the Order, SailPoint shall invoice Customer for all fees described therein on the Order effective date. Customer shall pay all invoices (except with respect to charges then under reasonable and good faith dispute) net thirty (30) days from date of invoice. Except as expressly provided otherwise herein, fees are non-refundable, non-cancellable and not subject to set-off . All fees shall be stated in and paid by the Customer in the currency stated in each Order. If any fees (except with respect to charges then under reasonable and good faith dispute) remain unpaid by their due date, in addition to any other rights or remedies it may have under this SaaS Agreement or by matter of law, (i) SailPoint reserves the right to suspend the Services upon thirty (30) days written notice, until such amounts are paid in full, and (ii) any such unpaid fees may accrue, at SailPoint’s discretion, late charges at the rate of the lesser of one and one-half (1.5%) percent of the outstanding balance per month or the maximum rate permitted by law from the date such fees were due until the date paid. Further, Customer shall be responsible for all costs and expenses associated with collecting such fees, including reasonable attorneys’ fees. Suspension of the Services under this section shall not release Customer of its payment obligations under this SaaS Agreement. (b) Purchases Through a Partner. For any Services purchased by Customer through a Partner, the pricing and payment terms are established by and between Customer and such Partner (“Partner Agreement”) and all payments will be made directly to Partner. If a Partner is entitled to terminate or suspend any Services purchased by Customer through such Partner pursuant to the Partner Agreement and notifies SailPoint of such, SailPoint may suspend or terminate the Services identified by such Partner. Subsequently, if Partner notifies SailPoint that Customer is entitled to reinstatement of any Services purchased by Customer through such Partner pursuant to the Partner Agreement, and Customer is otherwise in compliance with the terms of this SaaS Agreement, SailPoint shall reinstate such Services as soon as reasonably practicable. SailPoint shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension or termination of Services in accordance with this Section 5.2(b). 5.3. Expenses. Unless otherwise specified in an Order, Customer will reimburse SailPoint for all pre-approved, out-of-pocket travel and related expenses incurred in performing the Other Services. SailPoint will include reasonably detailed documentation of all such expenses with each related invoice. 5.4. Taxes. Customer is responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the Services, excluding taxes based on SailPoint’s net income. If SailPoint has a legal obligation to pay or collect taxes for which Customer is responsible under this SaaS Agreement, the appropriate amount shall be computed based on Customer’s address listed under Customer Information above and invoiced to and paid by Customer, which amounts are in addition to the fees for the Services, unless Customer provides SailPoint with a valid tax exemption certificate authorized by the appropriate taxing authority.6. TERM, SUSPENSION, AND TERMINATION6.1. Term. The term of this SaaS Agreement shall begin on the date that Customer enters into an Order pursuant to Section 5.1 (Orders) (the “Effective Date”) and continues until the stated Term in all Orders has expired or has otherwise been terminated. This SaaS Agreement may be terminated at any time by mutual agreement of SailPoint and Customer.6.2. Termination for Material Breach. 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